STOCK PURCHASE AGREEMENT































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                                   EXHIBIT 2.1

                            STOCK PURCHASE AGREEMENT





     AGREEMENT  entered  into as of  November  19,  1999,  by and  among  Varner

Technologies,   Inc.,  a  Missouri   corporation  (the  "Buyer"),   and  Certain

Shareholders of Peppermill Corporation Corp. set forth on Schedule A hereto (the

"Sellers"). The Buyer and the Sellers are referred to collectively herein as the

"Parties."



     The  Sellers in the  aggregate  own  90.0024%  of the  combined  issued and

outstanding  capital stock of Peppermill  Capital  Corp.,  a Nevada  corporation

("Target").



     This Agreement  contemplates a transaction in which the Buyer will purchase

from the Sellers,  and the Sellers will sell to the Buyer, their entire interest

in Target,  which constitutes  90.0024% of the issued and outstanding  shares of

the Target in return for cash.



     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises

herein  made,  and in  consideration  of the  representations,  warranties,  and

covenants herein contained, the Parties agree as follows:



     1.   Definitions.



     "Accredited Investor" has the meaning set forth in Regulation D promulgated

under the U.S. Securities Act of 1933 ("Securities Act").



     "Adverse  Consequences" means all actions,  suits,  proceedings,  hearings,

investigations,  charges, complaints,  claims, demands, injunctions,  judgments,

orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid

in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and

fees, including court costs and attorneys' fees and expenses.



     "Affiliate"  has the  meaning  set forth in Rule  12b-2 of the  regulations

promulgated under the U.S. Securities Exchange Act of 1934 ("Securities Exchange

Act").



     "Buyer" has the meaning set forth in the preface above.



     "Closing" has the meaning set forth in ss.2 below.



     "Closing Date" has the meaning set forth in ss.2 below.



     "Code" means the Internal Revenue Code of 1986, as amended.



     "Confidential  Information" means any information concerning businesses and

affairs of the Target that is not already generally available to the public.



     "Environmental,  Health, and Safety  Requirements"  shall mean all federal,

state, local and foreign statutes, regulations,  ordinances and other provisions

having the force or effect of law, all judicial  and  administrative  orders and

determinations, all contractual obligations and all common law concerning public

health and safety, worker health and safety, and pollution or protection of





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the  environment,  including  without  limitation  all  those  relating  to  the

presence,  use, production,  generation,  handling,  transportation,  treatment,

storage,  disposal,  distribution,  labeling,  testing,  processing,  discharge,

release,  threatened release,  control,  or cleanup of any hazardous  materials,

substances or wastes, chemical substances or mixtures,  pesticides,  pollutants,

contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,

polychlorinated  biphenyls,  noise or  radiation,  each as amended and as now or

hereafter in effect.



     "Financial Statement" has the meaning set forth in ss.4 below.



     "GAAP" means United States generally accepted  accounting  principles as in

effect from time to time.



     "Indemnified Party" has the meaning set forth in ss.8 below.



     "Indemnifying Party" has the meaning set forth in ss.8 below.



     "Intellectual  Property"  means (a) all inventions  (whether  patentable or

unpatentable and whether or not reduced to practice),  all improvements thereto,

and all patents, patent applications, and patent disclosures,  together with all

reissuances,  continuations,  continuations- in-part, revisions, extensions, and

reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,

trade names, and corporate  names,  together with all  translations,  adaptions,

derivations,  and  combinations  thereof and including  all goodwill  associated

therewith,  and all  applications,  registrations,  and  renewals in  connection

therewith,  (c) all copyrightable  works, all copyrights,  and all applications,

registrations,  and renewals in connection therewith, (d) all mask works and all

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